LLC, 3 members, 1 wants out

No one can answer your Q (from the legal perspective) because you have not provided sufficient information. The two critical questions are:

1. What does the Operating Agreement say about transfer of members' ownership interests?
2. If the OA does not address this issue, or if there is no OA, then what does applicable state law say about this issue?

Disclaimer: This information does not constitute legal advice and does not establish an attorney-client relationship.

The basic process here is that you have to reach a fair/agreed upon valuation of the company.

For round-number purposes, let's say the company is valued at $99,000.

Each person therefore owns a stock allocation that has a value of $33,000. Like almost any other asset, the owner of those shares can sell them to anybody in whatever manner they like. The could even sell them for $20,000, or $50,000, provided they had someone willing (or only able to) give them those values for their shares. They could sell some shares to one person, and another set of shares to another person, in equal or non-equal proportions.

Most company partnerships in this regard will have put bylaws into place that discuss what can or cannot be done with stock in a situation like this. You generally can't TOTALLY control what can be done, but you can usually have a "right of first refusal" in place, where the other existing stock holders have first preference to buy the shares, should an existing shareholder opt to sell their shares.

They have all the right. They OWN their share. They can sell it to a third party. Unless you have contracts in place for this situation, in which case you should know.

So, normally, they would sell the shares to other people.